License granted for CAD Exchanger GUI is defined in Schedule A.
License granted for CAD Exchanger Cloud is defined in Schedule B.
CAD Exchanger Development Tools include:
License granted for CAD Exchanger development tools is defined in Schedule C.
Licensee may not:
Licensee shall cause all of its Affiliates and Contractors entitled to use licenses granted under this Agreement, to be contractually bound to comply with the relevant terms of this Agreement and not to use the Licensed Software beyond the terms hereof and for any purposes other than operating within the scope of their services for Licensee. Licensee shall be responsible for any and all actions and omissions of its Affiliates and Contractors relating to the Licensed Software and use thereof (including but not limited to payment of all applicable fees).
When using the Licensed Software under Evaluation license, the Licensee may use Licensed Software only for internal evaluation purposes and only for the term of the evaluation time period. Licensee may not distribute any portion of the Licensed Software. When Licensed Software is used for developing the Application, the Application may only be used for evaluation purposes and only for the term of the evaluation period.
Depending on the purchased license type, Licensee may be entitled to receive Updates during the License Term. Following that period, Licensor shall no longer make the Updates available to Licensee unless Licensee pays license fees to retain access to Updates, for the new License Term, at terms and conditions applicable at the time of renewal.
In the case of distinct purchases of components of the Licensed Software, all such components shall have one common License Term.
If Licensee purchases additional component(s) of the Licensed Software within three months after initial purchase (or commencement of a new Renewal Term) then the License Term of the additional component(s) is set equal to initial License Term.
If Licensee purchases additional component(s) later than three (3) months after initial purchase (or commencement of a new Renewal Term) then the License Term will be set to the License Term of the additional component(s). At the same time Licensee shall pay a prorated fee for extending the initial License Term for initial component(s).
No support, consulting or any other services shall be delivered by Licensor under this agreement. Any service shall be subject to a separate agreement between Licensor and Licensee.
The license fees shall not be refunded or claimed as a credit in any event or for any reason whatsoever.
For some Licensed Software, license fees may be defined in accordance with the revenue received by the Licensee in certain period. In this case the revenue shall mean total gross revenue generated by:
In event Application supports functioning of hardware distributed by Licensee combined gross revenue of hardware and Application shall be taken into account.
If Application represents a distinct plug-in, module or another similar add-on then the total gross revenue of the Licensee’s software (plus hardware if applicable), which uses that add-on shall be taken into account.
If during the current License Term, the revenue exceeds the threshold defined for the current tier then the conditions for the new tier shall apply as of next License Term. In addition, whenever applicable, a one-time upgrade fee (defined as a difference between license fees for the two tiers) shall be due.
License Fees and any other charges under this Agreement shall be paid by Licensee no later than ten (10) days from the date of the applicable invoice from Licensor unless otherwise agreed between the parties.
In the case when payment is delayed for more than 10 days after commencement of the new Renewal Term, a late payment charge of one percent per month shall be charged on any unpaid balances that remain past due. An incomplete month shall be rounded up.
When Licensee decides to suspend access to Updates (whenever permitted by the Agreement) and later decides to renew such access, the reinstatement fee shall be applied. The reinstatement fee will be calculated as a minimum of: a) 80% (eighty percent) of the respective fees which would have been paid by Licensee if the access had not been suspended; b) cost of a new license at the time of reinstatement.
All License Fees and other charges are exclusive of any value added tax, use tax, sales tax, withholding tax and other taxes or duties (“Taxes”) levied directly for the sale, delivery or use of Licensed Software hereunder pursuant to any applicable law. Such applicable Taxes shall be paid by Licensee to Licensor.
To ensure compliance with the Agreement, the license protection mechanism included into Licensed Software may periodically perform automatic checks on any device where Licensed Software is used.
If the Application is detected to be used with a license key beyond the period of the corresponding License Term the license protection mechanism may automatically collect information and transmit it to Licensor for license compliance verification. Such information may include license key, Licensed Software version, IP address and other impersonal data.
To ensure compliance with the Agreement, the Licensor or its authorized representative, may conduct audit of the Licensee with respect to the Licensee’s use of the Licensed Software. Within 5 (five) business days from the date of the request, the Licensee shall provide all pertinent records and information requested in order to verify compliance with the Agreement along with a signed verification that all such information is complete and correct. Such records and information may include:
If the audit reveals that Licensee is using the Licensed Software beyond scope of the licenses Licensee has paid for, Licensee shall pay the Licensor 150% of any amounts owed for such unauthorized use plus cost of conducting such audit within thirty (30) days from receipt of the corresponding invoice from Licensor.
Each Party acknowledges that during the term of this Agreement each Party may receive information from the other Party, that is confidential and of great value to the other Party, and the value of which would be significantly reduced if disclosed to third parties (“Confidential Information”). Accordingly, when a Party (the “Receiving Party”) receives Confidential Information from the other Party (the “Disclosing Party”), the Receiving Party shall only disclose such information to its employees, employees of its Affiliates, directors, officers, attorneys, and Contractors on a need to know basis, and shall cause its employees and employees of its Affiliates to:
Each Party shall take reasonable measures to protect the Confidential Information of the other Party, which measures shall not be less than the measures taken by such Party to protect its own confidential and proprietary information.
Obligation of confidentiality shall not apply to information that
The obligations under this Section 8 shall continue to remain in force for a period of five (5) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable trade secret laws.
The Licensor may use computer files it received from Licensee to debug or otherwise improve Licensed Software. Licensor shall have the right to extract and to store a minimum possible subset of information from the received files for its internal testing purposes.
This Agreement shall enter into force upon any of the following:
The Agreement shall remain in force for as long as there is any license purchased under this Agreement, unless and until terminated pursuant to the terms of this Section 9.
This Agreement shall be deemed expired upon expiration of the License Term when license protection mechanism included into Licensed Software limits its functioning to that License Term. In all other cases, unless expressly agreed in writing between the Parties, the Agreement shall remain in force until its termination.
Licensee may terminate this Agreement upon thirty (30) days prior written notice to Licensor of Licensee’s decision to terminate provided that such termination will not relieve Licensee of any duties and obligations incurred prior to the effective date of termination.
Licensor may terminate this Agreement should Licensee violate or is reasonably suspected to violate any provision of this Agreement, or fail to pay any due fees within thirty (30) days of the invoice date, and further fail to remedy such nonperformance, noncompliance or nonpayment within ten (10) days following written notice from Licensor.
Instead of termination, Licensor shall have the right to suspend or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the licenses and support.
Upon expiry or termination of the Agreement, Licensee shall cease using the Licensed Software and distribution of the Redistributables under this Agreement.
Upon termination the Licensee shall destroy all copies of the Licensed Software and all related materials and will certify the same to Licensor upon its request.
Expiry or termination of this Agreement for any reason whatsoever shall not relieve Licensee of its obligation to pay any fees accrued or payable to Licensor prior to the effective date of termination, and Licensee shall pay to Licensor all such fees within five (5) business days upon the effective date of termination.
THE MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
If, warranty disclaimer notwithstanding, Licensor is held liable to Licensee, Licensor's entire liability to Licensee shall be limited, at Licensor’s discretion, to correction of error in the Licensed Software, replacement of the Licensed Software or return of the applicable fees paid for defective Components prorated to the time period during which the Licensee is not able to use the Licensed Software under the terms of this Agreement.
Licensor shall not, under any circumstances, be liable for any damages, damages for loss of profits or interruption of business or for loss or corruption of data.
Licensee shall indemnify and hold Licensor, its Affiliates, Contractors and suppliers, harmless from and against any claims or liabilities arising from of the use of Licensed Software and/or Application.
Licensed Software is licensed, not sold. Licensor shall own title, intellectual property and any other rights not expressly granted to Licensee under this Agreement.
Licensee shall not be entitled to assign or transfer all or any of its rights and obligations under this Agreement without the prior written consent of Licensor. Licensor shall be entitled to freely assign or transfer any of its rights or obligations under this Agreement.
Licensor may include Licensee's company name and logo into a list of its customers and in its public communications.
The provisions of Sections 1, 8, 9.4, 10, 11, 12 shall survive the expiration or termination of this Agreement.
This Agreement and the exhibits hereto, constitute the complete agreement between the Parties and supersede all prior discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein.
In the event of any conflict or inconsistency between this Agreement and any Purchase Order, the terms of this Agreement will prevail over the terms of the Purchase Order with respect to such conflict or inconsistency.
From time to time Licensor may change the terms of this Agreement by publishing them on its public web-site and/or including into Licensed Software. Each new version of the Agreement shall become effective upon such publication and shall supersede previous versions thereof.
The Licensed Software may include third party software and materials. The license terms with those software and materials apply to Licensee's use of them, and Licensor is not liable for them.
Licensor grants to Licensee a worldwide, non-exclusive, non-transferable license, valid for the License Term, to use the Licensed Software in accordance with its purpose and as documented in the Licensed Software.
The Licensed Software can be installed and used in accordance with one of the usage models described below
When using the Licensed Software under the Single user license, Licensee may install and use the Licensed Software only on a single designated computer by a single designated user the license has been activated by, unless otherwise agreed between the Parties.
The Licensee shall have the right to reassign the license to another designated computer once during the License Term. The license for the previous designated computer shall be simultaneously revoked.
When using the Licensed Software under the Server license, Licensee may install and use the Licensed Software only on a single designated computer by no more than the authorized number of concurrent users. A separate license is required for each additional concurrent user and/or computer in all other cases.
The Licensee shall have the right to reassign the license to another designated computer once during the License Term. The license for the previous designated computer shall be simultaneously revoked.
When using the Licensed Software under the Site license, Licensee may install and use the Licensed Software on a an unlimited number of designated computers in the authorized company’s office with registered physical address, grouped into one common network domain. The Licensed Software may be used by no more than the authorized number of concurrent users. The Licensed Software may only be used by employees of the authorized office. A separate license is required for each additional use.
Licensor grants to Licensee a worldwide, non-exclusive, non-transferable single user license, valid for the License Term, to use the Licensed Software as online service accessible via public cloud to upload, view, analyze, download, convert, share and concurrently access 3D data.
CAD Exchanger Development Tools can be licensed using one of the licensing models, described below. Any other usage must be pre-approved by Licensor. License protection mechanism may exploit technical means to enforce and verify compliance to selected model.
When using the Licensed Software under the ‘Application Distribution’ licensing model, the following conditions shall be respected:
When using the Licensed Software under the ‘Server Deployment’ licensing model, the Application shall be deployed on a server, accessible by single or multiple users (e.g. Software as a Service), in the cloud or on-premise.
When using the Licensed Software licensed for in-house usage, the Application may only be used by Licensee’s employees, employees of Affiliates and/or Contractors. In-house usage shall not be used in any revenue generating activities.
Licensor grants to Licensee a worldwide, non-exclusive, non-transferable license, valid for the License Term, to use and copy the Licensed Software for the sole purposes of designing, developing, and testing Application that conforms to one of the licensing models defined in this Section.
The Application name shall be provided to Licensor and may be included into the license key. Use of Licensed Software for and with other Application(s) requires additional Agreement(s) with Licensor.
Upon expiry of the initial License Term, the respective License Terms shall be automatically extended to one or more Renewal Term(s), unless and until either Party notifies the other Party in writing that it does not wish to continue the License Term. Such notification shall be provided to the other Party no less than thirty (30) days before expiry of the respective License Term.
Any such Renewal Term shall be subject to license fees applicable at the commencement date of any such Renewal Term.
In the event of unpaid license fees within ten (10) days after commencement of the Renewal Term Licensor may execute its rights on terminating the Agreement as defined in Section 9.
The license key shall be provided by Licensor within five (5) business days upon payment receipt of the due license fees.
With every new Renewal Term Licensor shall provide an updated license key which must be used by Licensee to replace the previous license key in order to continue using Licensed Software.
Licensor grants to Licensee a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to this Agreement) license, valid for the License Term, to distribute the object code form of Redistributables for execution of Application that conforms to one of the licensing models defined in this Section.
Copies of Redistributables may only be distributed with and for the sole purpose of executing Application permitted under this Agreement that Licensee has created using the Licensed Software. Under no circumstances may any copies of Redistributables be distributed separately.
Right to distribute the Redistributables as part of the Application is conditional upon the Licensee not having any unpaid license fees owed to Licensor at the time of distribution of any Redistributables.
The licenses granted under this Agreement are conditional and subject to Licensee's compliance with the following terms: